VeloBank has signed a preliminary agreement to acquire Citi Handlowy Retail Operations. The completion of the transaction is subject to obtaining all necessary regulatory approvals and other customary conditions precedent and is expected to occur mid-2026. This marks another step in strengthening VeloBank’s market position in Poland – benefiting both customers and employees. The combined expertise of both institutions will drive innovation and service quality. VeloBank’s shareholders, funds affiliated with U.S. SEC-registered investment advisor Cerberus Capital Management, L.P. (Cerberus), the European Bank for Reconstruction and Development (EBRD) and the International Finance Corporation (IFC, a member of the World Bank Group), will provide capital support for the transaction. Cerberus funds own 80.2% of the bank, while EBRD and IFC own 9.9% each.

The transaction involves the demerger of Citi Handlowy’s consumer banking operations to VeloBank, including wealth management, micro business banking, credit cards, consumer loans, deposits and assets under management, consumer clients of the brokerage business, branches, and other consumer-related assets.

This acquisition will further accelerate VeloBank’s growth by expanding its product offering and strengthening its position as a challenger bank in Poland. By reaching a broader customer base – particularly in the affluent segment – the deal will complement VeloBank’s existing market positioning and increase brand visibility. It also confirms the strong alignment and complementarity between the two institutions, creating a solid foundation for long-term value creation.

“When we launched VeloBank, we knew we had to build a strong brand and a solid financial institution. Securing an international shareholder structure with Cerberus funds as majority shareholders, EBRD and IFC in August 2024, and today’s transaction, are among the most significant M&A events in the Polish banking market. Along the way, we have delivered on all our strategic objectives and are preparing for further growth. VeloBank is known for its technology, agility, innovative products, and top-tier customer service. Citi Handlowy, on the other hand, offers an exceptional product portfolio, retail banking and one of the most popular offerings in the private banking segment. Both institutions are rooted in a culture of customer service quality and high organizational standards. Our complementary products will allow us to create a unique offering for both retail and affluent clients, while the professionalism and dedication of our combined teams will support the high standard of service for current and future customers.,” said Adam Marciniak, CEO of VeloBank.

Upon completion of the transaction, Citi Handlowy Retail Operations’ customers will become VeloBank clients, and their relationships with their advisors will be maintained. This strategic step creates added value for customers of both banks, who will benefit from the synergy of the combined structures. At the same time, the merged organization – comprising over 3,000 VeloBank employees and approximately 1,650 Citi Handlowy employees – will offer an excellent environment for professional development, providing teams from both institutions with access to unique knowledge and experience.

“Our consumer banking gains an investor for whom this is a strategic segment. VeloBank intends to grow, increase the market share, and deliver the best solutions to the customers. Importantly, our employees will be joining VeloBank. This means that clients will continue to be served by the same advisors with whom they often have long-standing relationships. Our goal is to ensure a smooth and comfortable transition for customers to their new bank.,” said Elżbieta Czetwertyńska, CEO of Citi Handlowy.

“We are proud to support VeloBank’s management in the next chapter of their ambitious development. We believe that this combination will accelerate the Bank’s strategic priorities: delivering the best products possible to its customers and participating actively in the long-term growth of the Polish economy.,” said Charles Dunlap, Senior Managing Director, Head of Global Financial Institutions Group Advisory at Cerberus.

“With this investment, VeloBank definitively turns the page of its resolution and transformation. The acquisition is a milestone in the company's growth and underscores VeloBank's strength and agility. As shareholders, we look forward to working with our co-investors and partners to support the further growth of VeloBank's lending to the real economy in Poland." Francis Malige, Managing Director for Financial Institutions at the EBRD, commented.

“After our recent investment in VeloBank, we are pleased to already see further growth and consolidation happening in the local market. IFC’s additional equity support confirms our strong confidence in Poland’s financial sector perspectives and allows VeloBank to grow its market share and scale its offering of digital financial products.,” stated Ary Naïm, World Bank Group Country Manager for Poland

VeloBank’s roadmap for the current year also includes offering a fully digital mortgage for retail customers, introducing new business banking solutions for corporate clients, and, in terms of investments, acquiring an investment fund company (TFI).

About VeloBank

VeloBank provides modern financial solutions for individual clients, private banking, businesses of all sizes, and public sector institutions. It is among the top ten largest banks in Poland. VeloBank’s strategy is based on technology, including Gen AI solutions, aimed at enhancing the convenience of both clients and employees. Comprehensive services are provided across over 160 branches throughout Poland, as well as through advanced online and mobile banking platforms. The offerings include current accounts, loans, savings, investments, insurance, and numerous beyond banking services. The bank’s capital group has also launched VeloMarket, a shopping platform that supports the bank’s digital channels, customer loyalty program, and the needs of business banking clients.

About Cerberus

Founded in 1992, Cerberus is a global leader in alternative investing with approximately USD 65 billion in assets across complementary credit, private equity, and real estate strategies. The Firm invests across the capital structure, where its integrated investment platforms and proprietary operating capabilities create an edge to improve performance and drive long-term value. Cerberus’s tenured teams have experience working collaboratively across asset classes, sectors, and geographies to seek strong risk-adjusted returns for its investors.

About EBRD

Set up to foster the private sector after the collapse of Communism in eastern Europe, the EBRD is active in 36 economies from central Europe to Central Asia, the Western Balkans and the southern and eastern Mediterranean. It is the largest single investor in many of these countries, and also mobilizes significant foreign direct investment. It invests mainly in private enterprises. In Poland, to date, the EBRD has invested more than €15.8 billion in 563 projects, the overwhelming majority of which are in the private sector.

About IFC

IFC – a member of the World Bank Group – is the largest global development institution focused on the private sector in emerging markets. IFC works in more than 100 countries, using its capital, expertise, and influence to create markets and opportunities in developing countries. In fiscal year 2023, IFC committed a record $43.7 billion to private companies and financial institutions in developing countries, leveraging the power of the private sector to end extreme poverty and boost shared prosperity as economies grapple with the impacts of global compounding crises. For more information, visit www.ifc.org.